**AMENDMENT
NO. 3** , dated
as of March 22, 2005, to **EMPLOYMENT
AGREEMENT** , dated
as of May 10, 2001 (the “Amendment”), by and between **DCAP
GROUP, INC** ., a
Delaware corporation (the “Company”), and **BARRY
GOLDSTEIN** (the
“Employee”).
  **RECITALS**
  **WHEREAS** , the
Company and the Employee are parties to an Employment Agreement dated as of May
10, 2001 (as amended, the “Employment Agreement”) which sets forth the terms and
conditions upon which the Employee is employed by the Company and upon which the
Company compensates the Employee.
  **WHEREAS** , the
Company and the Employee desire to amend the Employment Agreement to extend the
term thereof and to provide for certain other additional and revised terms.
  **NOW,
THEREFORE** , in
consideration of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties,
intending to be legally bound, hereby agree as follows:
  1.  As used
in the Employment Agreement, the term “Expiration Date” shall mean April 1,
2007.
  2.  Paragraph
7.1 of the Employment Agreement is amended to read as follows:
  “7.1  The
services of the Employee are unique and extraordinary and essential to the
business of the Company, especially since the Employee shall have access to the
Company’s customer lists, trade secrets and other privileged and confidential
information essential to the Company’s business. Therefore, the Employee agrees
that, if the term of his employment hereunder shall expire or his employment
shall at any time terminate for any reason whatsoever, with or without “cause”
(as hereinafter defined), the Employee will not at any time during the eighteen
(18) month period commencing with the date on which the Employee ceases to be
employed by the Company (the “Cessation Date”), without the prior written
consent of the Company, directly or indirectly, (a) anywhere within five (5)
miles of the location of any office of the Company or any franchisee thereof or
(b) with respect to the Company’s premium finance business and any other
business with respect to which the Company requires a license to operate, within
any state in which the Company has a license to operate, in each case at the
Cessation Date, whether individually or as a principal, officer, employee,
partner, shareholder, member, manager, director, agent of, or consultant or
independent contract or to, any entity:
  (i)  engage or
participate in a business which, as of the Cessation Date, is similar to or
competitive with, directly or indirectly, that of the Company and shall not make
any investments in any such similar or competitive entity, except that the
foregoing shall not restrict the Employee from acquiring up to one percent (1%)
of the outstanding voting stock of any entity whose securities are listed on a
stock exchange or Nasdaq;
  (ii)  cause or
seek to persuade any director, officer, employee, customer, client, account,
agent or supplier of, or consultant or independent contractor to, the Company,
or others with whom the Company has a business relationship (collectively
“Business Associates”), to discontinue or materially modify the status,
employment or relationship of such person or entity with the Company, or to
become employed in any activity similar to or competitive with the activities of
the Company;
  
  (iii)  cause or
seek to persuade any prospective customer, client, account or other Business
Associate of the Company (which at or about the Cessation Date was then actively
being solicited by the Company) to determine not to enter into a business
relationship with the Company or to materially modify its contemplated business
relationship;
  (iv)  hire,
retain or associate in a business relationship with, directly or indirectly, any
director, officer or employee of the Company; or
  (v)  solicit
or cause or authorize to be solicited, or accept, for or on behalf of him or any
third party, any business from, or the entering into of a business relationship
with, (A) others who are, or were within one (l) year prior to the Cessation
Date, a customer, client, account or other Business Associate of the Company, or
(B) any prospective customer, client, account or other Business Associate of the
Company which at or about the Cessation Date was then actively being solicited
by the Company.
  The
foregoing restrictions set forth in this Paragraph 7.1 shall apply likewise
during the Term.”
  3.  A new
Paragraph 11.5 of the Employment Agreement is added as follows:
  “11.5  In order
to protect the Employee against the possible consequences and uncertainties of a
Change of Control of the Company (as hereinafter defined) and thereby induce the
Employee to remain in the employ of the Company, the Company agrees
that:
  (a)  If,
during the Term, the Employee’s employment is terminated by the Company within
eighteen (18) months subsequent to a Change of Control other than for “cause,”
the Company shall pay to the Employee an amount in cash equal to one and
one-half (1.5) times the Employee’s annual salary in effect at the time of the
termination of employment (the “Change of Control Payment”). The Change of
Control Payment shall be payable in two (2) equal installments, with the initial
payment being due and payable on the tenth day following the date of termination
of employment and the remaining payment being due and payable on the one year
anniversary of the date of termination of employment. The Change of Control
Payment shall be in lieu of the amount payable to the Employee pursuant to
Paragraph 11.4 hereof; provided, however, that, in the event that the
termination of employment occurs more than eighteen (18) months prior to the
Expiration Date, the Employee may elect to receive the amount payable pursuant
to Paragraph 11.4 hereof in lieu of the amount payable pursuant to this
Paragraph 11.5. The amount to be paid to the Employee pursuant to this Paragraph
11.5 shall constitute the sole and exclusive remedy of the Employee, and the
Employee shall not be entitled to any other or further compensation, rights or
benefits hereunder or otherwise.
  (b)  As used
in this Paragraph 11.5, a “Change of Control” shall be deemed to have occurred
if
  (i)  any
“person” or “group of persons” (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”),
becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the
1934 Act), directly or indirectly, of securities of the Company representing
more than thirty-three and one-third percent (33-1/3%) of the Company’s then
outstanding securities having the right to vote on the election of directors
(“Voting Securities”), except that there shall be excluded any Voting Securities
acquired from the Company with respect to which the Employee gave his approval
as a member of the Board of Directors of the Company;
   2
 (ii)  when
individuals who, as of the date hereof, constitute the Company’s Board of
Directors (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Company’s Board of Directors; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s stockholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person or entity other
than the Board of Directors of the Company; or
  (iii)  the
Company consummates (A) a reorganization, merger or consolidation of the
Company, with respect to which in each case all or substantially all of the
individuals and entities who were the beneficial owners of the Voting Securities
of the Company immediately prior to such reorganization, merger or consolidation
do not, following such reorganization, merger or consolidation, beneficially
own, directly and indirectly, more than 50% of the then combined voting power of
the then outstanding voting securities entitled to vote generally in the
election of directors of the corporation or other entity resulting from such
reorganization, merger of consolidation, or (B) the sale or other disposition of
all or substantially all of the assets of the Company.”
  4.  Except as
amended hereby, the Employment Agreement shall continue in full force and effect
in accordance with its terms. This
Amendment shall be governed by, and interpreted and construed in accordance
with, the laws of the State of New York, excluding choice of law principles
thereof. In the event any clause, section or part of this Amendment shall be
held or declared to be void, illegal or invalid for any reason, all other
clauses, sections or parts of this Amendment which can be effected without such
void, illegal or invalid clause, section or part shall nevertheless continue in
full force and effect.
  5.  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute one and the
same instrument.
  6.  Signatures
hereon which are transmitted via facsimile shall be deemed original
signatures.
   3
 7.  The
Employee acknowledges that he has been represented by counsel or has been
afforded an opportunity to be represented by counsel in connection with this
Amendment. Accordingly, any rule or law or any legal decision that would require
the interpretation of any claimed ambiguities
in this Amendment against the party that drafted it has no application and is
expressly waived by the Employee. The provisions of this Amendment shall be
interpreted in a reasonable manner to give effect to the intent of the parties
hereto.
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  **IN
WITNESS WHEREOF** , the
Company and the Employee have executed this Amendment as of the date first above
written.
  **DCAP GROUP,
      INC.**By:
    /s/ Morton L.
    CertilmanMorton
      L. Certilman, Secretary


****By:
    /s/ Barry
  GoldsteinBarry
      Goldstein